ROTHERMERE CONTINUATION LIMITED Company Number EXTUID_22647 Native Company Number 41260 Status Live Incorporation Date 7 July 1988 (over 34 years ago) Company Type RC - Registered Private Company Jurisdiction Jersey Registered Address 35-37 New Street St Helier Jersey JE2 3RA Jersey Previous Names BLACKSEA HOLDINGS LIMITED DMGTs c.17% fully-diluted stake valued at 0.9 billion. Filing Agreement by and among the Reporting Persons, dated as of June 24, 2022 (filed Rothermere said it now owns or has agreed to buy 56.7% of all DMGT shares. When DMGT is taken private it will leave Reach the parent company of the Mirror, Express and Star national titles, and regional publications such as the Manchester Evening News as the only major UK newspaper group remaining as a publicly listed company on the London Stock Exchange. Under British takeover rules, the Rothermeres have until Nov. 25 to make a firm offer to buy DMGT via their vehicle Rothermere Continuation Ltd or walk away. There are legitimate uses for offshore companies and trusts. Daily Mail and General Trust Rothermere Continuation Limited Recent Work Slaughter and May is advising Daily Mail and General Trust plc on the 3.1bn reorganisation of DMGT, comprising a recommended cash offer by RCL and a proposed distribution to all shareholders 3 Nov 2021 Cazoo is aiming to list on the New York stock exchange this year, with DMGTs 16% stake worth about 800m at its current 5bn valuation. But what of the Mail newspaper group itself? Lord Rothermere ups offer to take Mail, Metro and i publisher DMGT private By Charlotte Tobitt Lord Rothermere has increased his offer to take DMGT private after some investors felt he was. acquire from them those shares in DMGT not already beneficially owned by Rothermere. Rothermere Continuation Trust (Trust 2), a discretionary trust organized under the laws of It would include an injection of about . DMGT acquires Genscape, an energy information business. 1998 Metro Metro is launched as a free newspaper serving urban markets across the UK. The second precondition was cleared when the online used car seller Cazoo made its $6bn stock market debut in New York. DMGT acquires New Scientist, one of the worlds leading science publishing titles. They wrote: Back in 1999 the young chairman of the Daily Mail and General Trust, the 4th Viscount Rothermere, aka Jonathan Harmsworth, bought a 220-acre estate called Ferne Park as home for his family, then comprising wife Claudia and two children under six. DMGT participates in the successful Zoopla Property Group IPO and sells 40% of its stake. This morning, "DMGT announced that its controlling shareholder, Rothermere Continuation Limited (RCL), had notified it of a possible offer for the entire share capital of DMGT not already owned by RCL. However, the publisher of the Daily Mail said a potential offer was contingent on a number of factors, including a planned sale of DMGTs insurance risk business Risk Management Solutions, and the sale of its stake in the online car retailer Cazoo, which was valued at $7bn (5bn) after being snapped up by a special purpose acquisition company (Spac) in March. MailOnline, launched in 2003, has grown to be one of the worlds most popular English language news sites. The potential agreement with the pension trustees of DMGT's three schemes could pave the way for a buyout of the company by Rothermere, which would see it move to . His great-grandfather, Harold Sidney Harmsworth, set up the Daily Mail along with his brother in the late 19th Century and was made the first Viscount Rothermere in 1919. assets on behalf of Viscount Rothermere and his immediate family. Image: The Cerne Abbas Giant, owned by the National Trust. Sign up to the daily Business Today email or follow Guardian Business on Twitter at @BusinessDesk, Original reporting and incisive analysis, direct from the Guardian every morning. Rothermere Continuation Ltd. (RCL . According to Mr Greenslade, the DMGT chairman "has ignored the legion of complaints about the Mail's nastiness" and "never betrayed any sign of concern about the criticisms". The issuer is solely responsible for the content of this announcement. Why Alex Murdaugh was spared the death penalty, Why Trudeau is facing calls for a public inquiry, The shocking legacy of the Dutch 'Hunger Winter'. The Fourth Viscount Rothermere, Jonathan Harmsworth appointed DMGT Chairman. Boris Johnson weighs offers for his return to journalism, Daily Mail out to stop traitor Sunak as Tory rivals vie for press backing, bought the New Scientist magazine in a 70m deal in March. Rothermere Declaration of Trust, a discretionary trust organized under the laws of Jersey (Trust The Rothermeres Jersey-registered holding company Rothermere Continuation Ltd (RCL) initially proposed a 251p offer in July for the 64% of DMGT it did not already control, provided a number of preconditions were met. The BBC is not responsible for the content of external sites. The reporting person is the beneficial owner of 44,898,183 shares of the Issuers Ordinary Shares of the DMGT ordinary shares and the remaining DMGT ordinary shares are legally held by the Trust Company as nominee for Rothermere. the offer was conditional on a sufficient number of acceptances having been received from DMGT securities laws or finding any violation with respect to such laws. On November 3, 2021, Rothermere formally made an offer to the other shareholders of DMGT to According to the takeover documentation, the reduced cash payable under the special dividend in the firm offer is due to shareholders being offered a greater number of Cazoo shares and the additional contributions that will be made to DMGT pension schemes. Early Termination Updates on Twitter. Premerger/HSR Press Releases. DMGT is 100% owned by Rothermere Continuation Limited (RCL) RCL has always owned the majority of DMGT's voting shares and, following a successful offer by RCL for all of the shares it did not already own, DMGT delisted from the London Stock Exchange in January 2022. The Reporting Persons intend to review on a continuing basis their investments Rothermere Continuation Limited (RCL) announced, 22 September, that it had decided to make changes to the composition of the DMGT Board. 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Last month, the family's Jersey-registered holding company, Rothermere Continuation Ltd (RCL), announced that it was considering a 251p-a-share bid to buy DMGT, which also owns the Metro and i . The Daily Mail - which worried that the "complicated structure" of the Sussex businesses showed that "Meghan planned to keep her and Harry's business as opaque as possible" - is owned by Daily Mail General Trust, which was until 2020 owned by a holding company called Rothermere Continuation Limited, which was incorporated in . Kudrat Agrawal / Trainee, Edward Beighton / Trainee, Maddy Tomlin / Trainee, Sean Lee / Trainee, Xiwan Wei / Trainee, One Bunhill RowLondonEC1Y 8YYUnited Kingdom, 2906-2909 China World Office 2No.1 Jianguomenwai AvenueBeijing 100004China, 47th Floor, Jardine HouseOne Connaught Place, CentralHong KongChina, Slaughter and May is advising Daily Mail and General Trust plc on the 3.1bn reorganisation of DMGT, comprising a recommended cash offer by RCL and a proposed distribution to all shareholders, Sustainability and Climate Change Resources, Modern Slavery Slavery and Human Trafficking Statement, Go to Financial Regulation Weekly Bulletin, Go to Sustainability and Climate Change Resources. DMGT participates in a funding round in October 2020, valuing its c. 20% fully-diluted stake in Cazoo at 0.4 billion. After reasonable inquiry and to DMGT is established to manage the family's newspaper interests. 14, 2022, the date when the Issuers resale registration statement was declared effective by the SEC. Start sales research here. In an article on Lord Rothermere, the Guardian's Roy Greenslade wrote that he "has laboured for years under the impression that Daily Mail editor Paul Dacre is some kind of irreplaceable journalistic genius". The recommended offer comes after the completion of a number of pre-conditions that were specified in RCLs July approach; the 1.4bn sale of DMGTs insurance risk division, the float of online car retailer Cazoo via a merger with SPAC Ajax I on the New York Stock Exchange and the reaching of a settlement with DMGTs pension scheme trustees. However, if a deal is completed, the sale would take place in the third quarter of 2021, said the company, which owns the British newspaper, the Daily Mail. See 2(a) and 3 below (c) Name of offeror/offeree in relation to whose relevant securities this form relates: block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually As well as the Daily Mail and Mail on Sunday, the group also owns Metro newspapers and recently acquired The i newspaper and New Scientist. The Trust Company was incorporated in the British Market Tracker is a unique service for corporate lawyers housed within LexisPSL Corporate. Some information may have changed over time. This post is by Guy Shrubsole. He set up the Daily Mail with his brother Alfred in 1896, and subsequently launched the Daily Mirror. the Control Persons), are: Trust 1 is a Control Person with respect to The Trust We do not charge or put articles behind a paywall. Ten of Scotland's major newspapers are owned by just three men: Rupert Murdoch, Lord Rothermere and Frederick Barclay. Daily Mail & General Trust PLC - London-based newspaper publisher, including Daily Mail, Metro and i - Rothermere Continuation Ltd says Friday it owns or has acceptances for its takeover offer for . On the subject, Hislop said: This is the man that hated Britain on the evidence of one entry in a diary when he was sixteen when hed just arrived as a refugee in this country. [11], Lord Rothermere chairs the Imperial War Museum foundation, following the tradition set by his great grandfather, the first Viscount. 2 written. Company and Rothermere together hold approximately 5.9% of the Issuers outstanding shares. Lord Rothermere, the head of the family that founded the Daily Mail in 1896 and a director of Rothermere Continuation Limited (RCL), said: "The sale of RMS and the Cazoo IPO have delivered . The Control Persons are special purpose entities, the principal business of each being the management of certain the increased offer were satisfied in due course, including the declaration of the Special Dividend, In a stock market announcement on Monday, the group said Rothermere's Jersey-registered holding company Rothermere Continuation Ltd (RCL) was considering a bid of 251p a share, valuing the. It is vital that free media is allowed to exist to expose hypocrisy, corruption, wrongdoing and abuse of power. in its capacity as a legal shareholder of DMGT ordinary shares. It means that the deal is not at risk of facing opposition if a deal is put to a shareholder vote. distributed on December 30, 2021). A former DMGT staff member told the BBC Lord Rothermere is known to dislike stories which bring his papers into disrepute. The reporting person is the beneficial owner of 1,437,250 shares of the Issuers Ordinary Shares (as Rothermere Continuation Ltd is the vehicle of DMGT's biggest shareholder Jonathan Harmsworth, Viscount. The offer represents a 21.5% premium to the closing price of DMGT shares on 9 July 2021 (the last business day prior to announcement of the possible offer). Offer is for 64% of DMGT, which also publishes the i and Metro, that Rothermeres do not already own. Ordinary Shares or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, The Rothermere family is putting up 255p a share for the publisher, valuing it at 850m. Lord Rothermere rarely gives interviews, but in 2004 he told the Independent his views were "not necessarily" those of the Daily Mail, but said he did not have the right to "second-guess" his editors. | March 3, 2023 On 3 November 2021, Daily Mail and General Trust plc (DMGT), which owns Daily Mail, Mail on Sunday, the Metro and inews, announced that it had agreed to the terms of a 2.7bn recommended offer from Rothermere Continuation Limited (RCL), a Bermuda registered company owned by a trust held for the benefit of Lord Rothermere and his immediate family Both RCL and the trust are administered in Jersey, in the Channel Islands". Including the Special Dividend and the 2021 Proposed Final Dividend, the Offer values DMGT at about 3.1 billion. DMGT acquires Hobsons, a UK-based B2B publishing business. RCL is owned by a trust (Trust) which is held for the benefit of Lord Rothermere and his immediate family. The Rothermere family has agreed to pay 255p a share for Daily Mail and General Trust (DMGT) plus debts, an increase on a 251p - or 810m - offer made in July. You can also SUBSCRIBE TO OUR NEWSLETTER . Material to Be Filed as Exhibits Item 7 of the Schedule 13D is amended and supplemented as follows: As well as the Daily Mail and Mail on Sunday, the group also owns Metro newspapers and recently acquired The i newspaper and New Scientist. 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We believe the terms of our offer to be fair, particularly bearing in mind not only the existing level of debt within DMGT at a time of increasingly difficult market conditions, but also the restrictions imposed on the operation of the business as part of the settlement with the pension trustees, said Rothermere. [13] They have five children:[citation needed], In 2002, The Guardian reported that Rothermere had fathered at least one more child prior to his marriage. The. Story . Lord Rothermere, executive chairman of RCL said of the deal: We believe the terms of our Offer to be fair, particularly bearing in mind not only the existing level of debt within DMGT at a time of increasingly difficult market conditions, but also the restrictions imposed on the operation of the business as part of the settlement with the pension trustees.. On 3 November 2021, Daily Mail and General Trust plc (DMGT), which owns Daily Mail, Mail on Sunday, the Metro and inews,announcedthat it had agreed to the terms of a 2.7bn recommended offer from Rothermere Continuation Limited (RCL), a Bermuda registered company owned by a trust held for the benefit of Lord Rothermere and his immediate family (DMGTs controlling shareholder). In 2013, Rothermere, who has until 9 August to make a firm offer for the business or walk away, first signalled that he might seek to take the business private by increasing his control of the family-held voting shares to almost 90%. Rothermere Continuation Limited (RCL) is a holding company incorporated in Bermuda. At conservative gathering, Trump is still the favourite. The former employee said Mr Greig had been brought in because he had a "softer" approach than Mr Dacre, but the result was intense competition between the Daily Mail and the Mail on Sunday - driven by their "warring editors". the Notes). There are legitimate uses for offshore companies and trusts. MailOnline, launched in 2003, has grown to be one of the worlds most popular English language news sites. [7], He ranked fourth in the Publishing, Advertising, and PR section of The Sunday Times Rich List of 2013 with an estimated wealth of 720 million. The Trust Company is a special purpose entity, the principal business of which is the management of An earlier version incorrectly said RCL was registered in Bermuda; the company is in fact administered in Jersey. and is a resident in Jersey. Hancock WhatsApp leaks: Dominic Cummings branded a f*****g piece of s**t, Rees-Mogg nears contempt of Parliament in tense clash with C4 host, How can anyone trust you? It is also seeking assurances that the groups pension schemes will not be affected by the takeover. In August, DMGT completed the first of the preconditions, selling the insurance risk business RMS to the credit rating agency Moodys for 1.4bn. Lord Rothermeres RCL holds all of the vote-bearing shares in DMGTs two-tier stock structure, which means that the deal is not at risk of being blocked when the deal is put to a shareholder vote. or Relationships with Respect to Securities of the Issuer. Rothermere Continuation Limited (RCL) offers to acquire all of the DMGT shares that it does not already own. Story . The Rothermere family has made an offer to take the publisher of the Daily Mail, i and Metro private in a 3.1bn deal, in a move that will end a 90-year run as a publicly listed company on the London Stock Exchange. December 2, 2021, Rothermere formally made an increased offer for those same shares. 1 The Trust Company holds Ordinary Shares on behalf of Rothermere because it received these The cash proceeds of the deals 610p a share would be distributed to DMGT shareholders through a special dividend. the Ordinary Shares referred to in Item 3 as a result of the Special Dividend and hold the Ordinary Shares for investment purposes. Brothers Alfred and Harold Harmsworth edit, produce and oversee the launch of the Daily Mail. Under the proposed deal, which is contingent on selling the RMS unit, Rothermere Continuation Ltd. would pay 251 pence per share in cash and a special dividend valued at about 610 pence per share which includes cash from the asset sale and a distribution of stock in online auto-marketplace startup Cazoo the London-based company said in . The Mail on Sunday is launched as a sister title to the Daily Mail. Daily Mail and General Trust PLC ( LON:DMGT ) is set to be taken private again by its owner Rothermere Continuation if two other bits of corporate reshuffling go ahead. Company. RCL said the decision comes after "the . KEY INFORMATION (a) Full name of discloser: Rothermere . By living as a tax exile in Paris for most of his life, the 3rd Viscount had become non-domiciled for British tax purposes. of the Ordinary Shares was acquired as part of the Special Dividend (as defined below) which was declared pro rata to all of the 2023 BBC. We suggest you confirm the identities of any individuals or entities included in the database based on addresses or other identifiable information. He then passed on the nom-dom status to his son who doesnt actually pay the normal amount of tax despite owning a newspaper thats owned through various tax companies in Bermuda. The company has made 1.2bn from disposals in recent years of its stake in the property portal Zoopla, the education business Hobsons and the energy data firm Genscape. DMGT acquires Landmark, a UK business that provides services to help reduce the risk associated with commercial and residential property transactions. He said he tried to "protect the independence" of editorial staff, and said Daily Mail editor Paul Dacre ensured the paper "reflects the views of his readership" - which he agreed were accurately described as "the values of Middle England". Daily Mail and General Trust plc on 3 November 2021, it was announced that Rothermere Continuation Limited and the Non-conflicted DMGT Directors had reached agreement on the terms of a special. Can Nigeria's election result be overturned? Contracts, Arrangements, Understandings Jonathan Harmsworth, better known as Lord Rothermere, is the chairman of Daily Mail and General Trust (DMGT), which owns newspapers including the Daily Mail, the Mail on Sunday and Metro. Both Bermuda and Jersey are tax havens which, as the Mail explained in a recent article, are a "scourge" which . o. 1998 This article was amended on 14 July 2021. HSR Early Termination Notices API Endpoint. any time and from time to time, to acquire additional Ordinary Shares or other securities of the Issuer, dispose of some or all of the We only ask you to donate what you can afford, with an option to cancel your subscription at any point. The Daily Mail was first. RCL is owned by a trust for the benefit of theViscount Rothermere and his immediate family.In return, the Trust will receive non-voting "A" ordinary shares,at a ratio of 112.5 non-voting "A" ordinary shares for every 100ordinary voting shares held.
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